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                                                                    EXHIBIT 10.7


                            MARKETAXESS HOLDINGS INC.

                            2001 STOCK INCENTIVE PLAN
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                                TABLE OF CONTENTS

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<S>                                                                         <C>
ARTICLE I         PURPOSE.................................................   -1-

ARTICLE II        DEFINITIONS.............................................   -1-

ARTICLE III       ADMINISTRATION..........................................   -7-

ARTICLE IV        SHARE AND OTHER LIMITATIONS.............................  -10-

ARTICLE V         ELIGIBILITY.............................................  -13-

ARTICLE VI        STOCK OPTIONS...........................................  -13-

ARTICLE VII       RESTRICTED STOCK........................................  -16-

ARTICLE VIII      NON-TRANSFERABILITY AND TERMINATION OF
                  EMPLOYMENT/CONSULTANCY/DIRECTORSHIP.....................  -19-

ARTICLE IX        CHANGE IN CONTROL PROVISIONS............................  -21-

ARTICLE X         TERMINATION OR AMENDMENT OF PLAN........................  -22-

ARTICLE XI        COMPANY CALL RIGHTS; RIGHTS OF FIRST REFUSAL............  -23-

ARTICLE XII       UNFUNDED PLAN...........................................  -27-

ARTICLE XIII      GENERAL PROVISIONS......................................  -27-

ARTICLE XIV       EFFECTIVE DATE OF PLAN..................................  -31-

ARTICLE XV        TERM OF PLAN............................................  -31-

ARTICLE XVI       PROVISIONS APPLICABLE TO AWARDS GRANTED
                  TO CALIFORNIA RESIDENTS.................................  -31-
</TABLE>
<PAGE>
                            MARKETAXESS HOLDINGS INC.

                            2001 STOCK INCENTIVE PLAN

                                    ARTICLE I

                                     PURPOSE

      The purpose of this MarketAxess Holdings Inc. 2001 Stock Incentive Plan is
to enhance the profitability and value of the Company for the benefit of its
stockholders by enabling the Company to offer employees of, Consultants (as
defined below) to and Non-Employee Directors (as defined below) of the Company
and its Affiliates (as defined below) stock-based incentives in the Company,
thereby creating a means to raise the level of equity ownership by such
individuals in order to attract, retain and reward such individuals and
strengthen the mutuality of interests between such individuals and the Company's
stockholders.

                                   ARTICLE II

                                   DEFINITIONS

      For purposes of this Plan, the following terms shall have the following
meanings:

            2.1 "Acquisition Events" has the meaning set forth in Section
      4.2(d).

            2.2 "Affiliate" means each of the following: (a) any Subsidiary; (b)
      any Parent; (c) any corporation, trade or business (including, without
      limitation, a partnership or limited liability company) which is directly
      or indirectly controlled fifty percent (50%) or more (whether by ownership
      of stock, assets or an equivalent ownership interest or voting interest)
      by the Company or one of its Affiliates; and (d) any other entity in which
      the Company or any of its Affiliates has a material equity interest and
      which is designated as an "Affiliate" by resolution of the Committee.

            2.3 "Award" means any award under this Plan of a Stock Option and/or
      Restricted Stock.

            2.4 "Board" means the Board of Directors of the Company.

            2.5 "Cause" means, with respect to a Participant's Termination of
      Employment or Termination of Consultancy, the following: (a) in the case
      where there is no employment agreement, consulting agreement, change in
      control agreement or similar agreement in effect
<PAGE>
      between the Company or an Affiliate and the Participant at the time of the
      grant of the Award (or where there is such an agreement but it does not
      define "cause" (or words of like import)), termination due to a
      Participant's insubordination, dishonesty, fraud, incompetence, moral
      turpitude, willful misconduct, refusal to perform his or her duties or
      responsibilities for any reason other than illness or incapacity or
      materially unsatisfactory performance of his or her duties for the Company
      or an Affiliate, as determined by the Committee in its sole discretion; or
      (b) in the case where there is an employment agreement, consulting
      agreement, change in control agreement or similar agreement in effect
      between the Company or an Affiliate and the Participant at the time of the
      grant of the Award that defines "cause" (or words of like import), "cause"
      as defined under such agreement; provided, however, that with regard to
      any agreement under which the definition of "cause" only applies on
      occurrence of a change in control, such definition of "cause" shall not
      apply until a change in control actually takes place and then only with
      regard to a termination thereafter. With respect to a Participant's
      Termination of Directorship, "cause" means an act or failure to act that
      constitutes cause for removal of a director under applicable Delaware law.

            2.6 "Change in Control" has the meaning set forth in Article IX.

            2.7 "Change in Control Price" has the meaning set forth in Section
      9.1(b).

            2.8 "Code" means the Internal Revenue Code of 1986, as amended. Any
      reference to any section of the Code shall also be a reference to any
      successor provision and any Treasury Regulation promulgated thereunder.

            2.9 "Committee" means: (a) with respect to the application of this
      Plan to Eligible Employees and Consultants, a committee or subcommittee of
      the Board appointed from time to time by the Board, except that on or
      after the Registration Date, the Committee shall be a committee or
      subcommittee of the Board appointed from time to time which shall consist
      solely of two (2) or more non-employee directors, each of whom is intended
      to be, to the extent required by Rule 16b-3, a "non-employee director" as
      defined in Rule 16b-3; and (b) with respect to the application of this
      Plan to Non-Employee Directors, the Board. If for any reason the appointed
      Committee does not meet the requirements of Rule 16b-3 such noncompliance
      shall not affect the validity of grants, interpretations or other actions
      of the Committee. Notwithstanding the foregoing, if, and to the extent
      that no Committee exists which has the authority to administer this Plan,
      the functions of the Committee shall be exercised by the Board and all
      references herein to the Committee shall be deemed to be references to the
      Board.

            2.10 "Common Stock" means the common stock, $0.001 par value per
      share, of the Company.


            2.11 "Company" means MarketAxess Holdings Inc., a Delaware
      corporation, and its successors by operation of law.

            2.12 "Consultant" means any Person who is an advisor or consultant
      to the Company or its Affiliates.


                                      -2-
<PAGE>
            2.13 "Detrimental Activity" means: (a) the disclosure to anyone
      outside the Company or its Affiliates, or the use in any manner other than
      in the furtherance of the Company's or its Affiliate's business, without
      written authorization from the Company, of any confidential information or
      proprietary information, relating to the business of the Company or its
      Affiliates that is acquired by a Participant prior to the Participant's
      Termination; (b) activity while employed or performing services that
      results, or if known could result, in the Participant's Termination that
      is classified by the Company as a termination for Cause; (c) any attempt,
      directly or indirectly, to solicit, induce or hire (or the identification
      for solicitation, inducement or hiring of) any non-clerical employee of
      the Company or its Affiliates to be employed by, or to perform services
      for, the Participant or any Person with which the Participant is
      associated (including, but not limited to, due to the Participant's
      employment by, consultancy for, equity interest in, or creditor
      relationship with such Person) or any Person from which the Participant
      receives direct or indirect compensation or fees as a result of such
      solicitation, inducement or hire (or the identification for solicitation,
      inducement or hire) without, in all cases, written authorization from the
      Company; (d) any attempt, directly or indirectly, to solicit in a
      competitive manner any current or prospective customer of the Company or
      its Affiliates without, in all cases, written authorization from the
      Company; (e) the Participant's Disparagement, or inducement of others to
      do so, of the Company or its Affiliates or their past and present
      officers, directors, employees or products; (f) without written
      authorization from the Company, the rendering of services for any
      organization, or engaging, directly or indirectly, in any business, which
      is competitive with the Company or its Affiliates, or the rendering of
      services to such organization or business if such organization or business
      is otherwise prejudicial to or in conflict with the interests of the
      Company or its Affiliates provided, however, that competitive activities
      shall only be those competitive with any business unit or Affiliate of the
      Company with regard to which the Participant performed services at any
      time within the two (2) years prior to the Participant's Termination; or
      (g) breach of any agreement between the Participant and the Company or an
      Affiliate (including, without limitation, any employment agreement or
      noncompetition or nonsolicitation agreement). Unless otherwise determined
      by the Committee at grant, Detrimental Activity shall not be deemed to
      occur after the end of the one year period following the Participant's
      Termination. For purposes of sub-sections (a), (c), (d) and (f) above, the
      Chief Executive Officer of the Company shall each have authority to
      provide the Participant with written authorization to engage in the
      activities contemplated thereby and no other person shall have authority
      to provide the Participant with such authorization.

            2.14 "Disability" means, with respect to a Participant's
      Termination, a permanent and total disability as defined in Section
      22(e)(3) of the Code. A Disability shall only be deemed to occur at the
      time of the determination by the Committee of the Disability.

            2.15 "Disparagement" means making comments or statements to the
      press, the Company's or its Affiliates' employees, consultants or any
      individual or entity with whom the Company or its Affiliates has a
      business relationship which could reasonably be expected to adversely
      affect in any manner: (a) the conduct of the business of the Company or
      its Affiliates (including, without limitation, any products or business
      plans or prospects); or (b)


                                      -3-
<PAGE>
      the business reputation of the Company or its Affiliates, or any of their
      products, or their past or present officers, directors or employees.

            2.16 "Effective Date" means the effective date of this Plan as
      defined in Article XIV.

            2.17 "Eligible Employee" means each employee of the Company or an
      Affiliate.

            2.18 "Exchange Act" means the Securities Exchange Act of 1934, as
      amended. Any references to any section of the Exchange Act shall also be a
      reference to any successor provision.

            2.19 "Fair Market Value" means, for purposes of this Plan, unless
      otherwise required by any applicable provision of the Code or any
      regulations issued thereunder, as of any date and except as provided
      below, the last sales price reported for the Common Stock on the
      applicable date: (a) as reported on the principal national securities
      exchange in the United States on which it is then traded or The Nasdaq
      Stock Market; or (b) if not traded on any such national securities
      exchange or The Nasdaq Stock Market, as quoted on an automated quotation
      system sponsored by the National Association of Securities Dealers, Inc.
      or if the Common Stock shall not have been reported or quoted on such
      date, on the first day prior thereto on which the Common Stock was
      reported or quoted; provided, that the Committee may modify the definition
      of Fair Market Value to reflect any changes in the trading practices of
      any exchange on which the Common Stock is listed or traded. If the Common
      Stock is not readily tradable on a national securities exchange, The
      Nasdaq Stock Market or any automated quotation system sponsored by the
      National Association of Securities Dealers, Inc., its Fair Market Value
      shall be set in good faith by the Committee. Notwithstanding anything
      herein to the contrary, for purposes of granting Incentive Stock Options,
      "Fair Market Value" means the price for Common Stock set by the Committee
      in good faith based on reasonable methods set forth under Section 422 of
      the Code including, without limitation, a method utilizing the average of
      prices of the Common Stock reported on the principal national securities
      exchange on which it is then traded during a reasonable period designated
      by the Committee. For purposes of the grant of any Stock Option, the
      applicable date shall be the date on which the Stock Option is granted.

            2.20 "Family Member" means, solely to the extent provided for in
      Rule 701 under the Securities Act or, following the filing of a Securities
      Act Form S-8 with respect to the Plan, solely to the extent provided for
      in Securities Act Form S-8, any child, stepchild, grandchild, parent,
      stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
      mother-in-law, father-in-law, son-in-law, daughter-in-law,
      brother-in-law, or sister-in-law, including adoptive relationships, any
      person sharing the employee's household (other than a tenant or employee),
      a trust in which these persons have more than fifty percent (50%) of the
      beneficial interest, a foundation in which these persons (or the employee)
      control the management of assets, and any other entity in which these
      persons (or the employee) own more than fifty percent (50%) of the voting
      interests or as otherwise defined in Rule 701 under the Securities Act or
      Securities Act Form S-8, as applicable.


                                      -4-
<PAGE>
            2.21 "Good Reason" means, with respect to a Participant's
      Termination: (a) in the case where there is no employment agreement,
      consulting agreement, change in control agreement or similar agreement in
      effect between the Company or an Affiliate and the Participant at the time
      of the grant of the Award (or where there is such an agreement but it does
      not define "good reason" (or words or a concept of like import)), a
      voluntary termination due to good reason, as the Committee, in its sole
      discretion, decides to treat as a Good Reason termination; or (b) in the
      case where there is an employment agreement, consulting agreement, change
      in control agreement or similar agreement in effect between the Company or
      an Affiliate and the Participant at the time of the grant of the Award
      that defines "good reason" (or words or a concept of like import), a
      termination due to good reason (or words or a concept of like import), as
      defined in such agreement at the time of the grant of the Award, and for
      purposes of the Plan, as determined by the Committee in its sole
      discretion; provided that any definition that is effective under an
      employment agreement, consulting agreement, change in control agreement or
      similar agreement after a change in control shall only be effective for
      purposes of this Plan after a change in control.

            2.22 "Incentive Stock Option" means any Stock Option awarded to an
      Eligible Employee under this Plan intended to be and designated as an
      "Incentive Stock Option" within the meaning of Section 422 of the Code.

            2.23 "Non-Employee Director" means a director of the Company who is
      not an active employee of the Company or an Affiliate.

            2.24 "Non-Qualified Stock Option" means any Stock Option awarded
      under this Plan that is not an Incentive Stock Option.

            2.25 "Parent" means any parent corporation of the Company within the
      meaning of Section 424(e) of the Code.

            2.26 "Participant" means any Eligible Employee, Non-Employee
      Director or Consultant to whom an Award has been granted under this Plan.

            2.27 "Person" means any individual, corporation, partnership,
      limited liability company, firm, joint venture, association, joint-stock
      company, trust, incorporated organization, governmental or regulatory or
      other entity.

            2.28 "Plan" means this MarketAxess Holdings Inc. 2001 Stock
      Incentive Plan, as amended from time to time.

            2.29 "Registration Date" means the first date (a) on which the
      Company sells its Common Stock in a bona fide, firm commitment
      underwriting pursuant to a registration statement under the Securities Act
      or (b) any class of common equity securities of the Company are required
      to be registered under Section 12 of the Exchange Act.

            2.30 "Restricted Stock" means an Award of shares of Common Stock
      under this Plan that is subject to the restrictions under Article VII.


                                      -5-
<PAGE>
            2.31 "Restriction Period" has the meaning set forth in Section 7.3
      with respect to Restricted Stock.

            2.32 "Retirement" means a Termination of a Participant's employment
      or consultancy without Cause at or after age sixty-five (65) or such
      earlier date after age fifty (50) as may be approved by the Committee with
      regard to such Participant. With respect to a Participant's Termination of
      Directorship, Retirement means the failure to stand for reelection or the
      failure to be reelected on or after a Participant has attained age
      sixty-five (65) or, with the consent of the Board, before age sixty-five
      (65) but after age fifty (50).

            2.33 "Rule 16b-3" means Rule 16b-3 under Section 16(b) of the
      Exchange Act as then in effect or any successor provision.

            2.34 "Securities Act" means the Securities Act of 1933, as amended
      and all rules and regulations promulgated thereunder. Any reference to any
      section of the Securities Act shall also be a reference to any successor
      provision.

            2.35 "Stock Option" or "Option" means any option to purchase shares
      of Common Stock granted to Eligible Employees, Non-Employee Directors or
      Consultants under Article VI.

            2.36 "Subsidiary" means any subsidiary corporation of the Company
      within the meaning of Section 424(f) of the Code.

            2.37 "Ten Percent Stockholder" means a person owning stock
      possessing more than ten percent (10%) of the total combined voting power
      of all classes of stock of the Company, its Subsidiaries or its Parent.

            2.38 "Termination" means a Termination of Consultancy, Termination
      of Directorship or Termination of Employment, as applicable.

            2.39 "Termination of Consultancy" means: (a) that the Consultant is
      no longer acting as a consultant to the Company or an Affiliate; or (b)
      when an entity which is retaining a Participant as a Consultant ceases to
      be an Affiliate unless the Participant otherwise is, or thereupon becomes,
      a Consultant to the Company or another Affiliate at the time the entity
      ceases to be an Affiliate. In the event that a Consultant becomes an
      Eligible Employee or a Non-Employee Director upon the termination of his
      or her consultancy, unless otherwise determined by the Committee, in its
      sole discretion, no Termination of Consultancy shall be deemed to occur
      until such time as such Consultant is no longer a Consultant, an Eligible
      Employee or a Non-Employee Director. Notwithstanding the foregoing, the
      Committee may otherwise define Termination of Consultancy in the Award
      agreement or, if no rights of a Participant are reduced, may otherwise
      define Termination of Consultancy thereafter.

            2.40 "Termination of Directorship" means that the Non-Employee
      Director has ceased to be a director of the Company; except that if a
      Non-Employee Director becomes an Eligible Employee or a Consultant upon
      the termination of his or her


                                      -6-
<PAGE>
      directorship, his or her ceasing to be a director of the Company shall not
      be treated as a Termination of Directorship unless and until the
      Participant has a Termination of Employment or Termination of Consultancy,
      as the case may be.

            2.41 "Termination of Employment" means: (a) a termination of
      employment (for reasons other than a military or personal leave of absence
      granted by the Company) of a Participant from the Company and its
      Affiliates; or (b) when an entity which is employing a Participant ceases
      to be an Affiliate, unless the Participant otherwise is, or thereupon
      becomes, employed by the Company or another Affiliate at the time the
      entity ceases to be an Affiliate. In the event that an Eligible Employee
      becomes a Consultant or a Non-Employee Director upon the termination of
      his or her employment, unless otherwise determined by the Committee, in
      its sole discretion, no Termination of Employment shall be deemed to occur
      until such time as such Eligible Employee is no longer an Eligible
      Employee, a Consultant or a Non-Employee Director. Notwithstanding the
      foregoing, the Committee may otherwise define Termination of Employment in
      the Award agreement or, if no rights of a Participant are reduced, may
      otherwise define Termination of Employment thereafter.

            2.42 "Transfer" means (a) when used as a noun, any direct or
      indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or
      other disposition (including the issuance of equity in a Person), whether
      for value or no value and whether voluntary or involuntary (including by
      operation of law), and (b) when used as a verb, to directly or indirectly
      transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise
      dispose of (including the issuance of equity in a Person) whether for
      value or for no value and whether voluntarily or involuntarily (including
      by operation of law). "Transferred" and "Transferrable" shall have a
      correlative meaning.

                                   ARTICLE III

                                 ADMINISTRATION

            3.1 The Committee. The Plan shall be administered and interpreted by
      the Committee.

            3.2 Grants of Awards. The Committee shall have full authority to
      grant Awards to Eligible Employees, Consultants and Non-Employee Directors
      pursuant to the terms of this Plan. All Awards shall be granted by,
      confirmed by, and subject to the terms of, a written agreement executed by
      the Company and the Participant. In particular, the Committee shall have
      the authority:

                  (a) to select the Eligible Employees, Consultants and
            Non-Employee Directors to whom Awards may from time to time be
            granted hereunder;

                  (b) to determine whether and to what extent Awards are to be
            granted hereunder to one or more Eligible Employees, Consultants and
            Non-Employee Directors;


                                      -7-
<PAGE>
                  (c) to determine, in accordance with the terms of this Plan,
            the number of shares of Common Stock to be covered by each Award
            granted hereunder;

                  (d) to determine the terms and conditions, not inconsistent
            with the terms of this Plan, of any Award granted hereunder
            (including, but not limited to, the exercise or purchase price (if
            any), any restriction or limitation, any vesting schedule or
            acceleration thereof and any forfeiture restrictions or waiver
            thereof, regarding any Award and the shares of Common Stock relating
            thereto, based on such factors, if any, as the Committee shall
            determine, in its sole discretion);

                  (e) to determine whether and under what circumstances a Stock
            Option may be settled in cash, Common Stock and/or Restricted Stock
            under Section 6.3(d);

                  (f) to determine whether, to what extent and under what
            circumstances to provide loans (which may be on a recourse basis and
            shall bear interest at the rate the Committee shall provide) to
            Participants in order to exercise Stock Options or to purchase
            Awards under this Plan (including shares of Common Stock);

                  (g) to determine whether a Stock Option is an Incentive Stock
            Option or Non- Qualified Stock Option;

                  (h) to determine whether to require an Eligible Employee,
            Consultant or Non- Employee Director, as a condition of the granting
            of any Stock Option, not to sell or otherwise dispose of shares of
            Common Stock acquired pursuant to the exercise of an Option or
            vesting of an Award for a period of time as determined by the
            Committee, in its sole discretion, following the date of the
            acquisition of such Award;

                  (i) to modify, extend or renew an Award, subject to Article X
            herein, provided, however, that if an Award is modified, extended or
            renewed and thereby deemed to be the issuance of a new Award under
            the Code or the applicable accounting rules, the exercise price of a
            Stock Option may continue to be the original exercise price even if
            less than the Fair Market Value of the Common Stock at the time of
            such modification, extension or renewal; and

                  (j) to offer to buy out an Option previously granted, based on
            such terms and conditions as the Committee shall establish and
            communicate to the Participant at the time such offer is made.

            3.3 Guidelines. Subject to Article X hereof, the Committee shall
      have the authority to adopt, alter and repeal such administrative rules,
      guidelines and practices governing this Plan and perform all acts,
      including the delegation of its administrative responsibilities, as it
      shall, from time to time, deem advisable; to construe and interpret the
      terms and provisions of this Plan and any Award issued under this Plan
      (and any agreements relating thereto); and to otherwise supervise the
      administration of this Plan. The Committee may correct any defect, supply
      any omission or reconcile any inconsistency in this Plan or in any
      agreement


                                      -8-
<PAGE>
      relating thereto in the manner and to the extent it shall deem necessary
      to effectuate the purpose and intent of this Plan. The Committee may adopt
      special guidelines and provisions for persons who are residing in or
      employed in, or subject to, the taxes of, any domestic or foreign
      jurisdictions to comply with applicable tax and securities laws and may
      impose any limitations and restrictions that it deems necessary to comply
      with the applicable tax and securities laws of such domestic or foreign
      jurisdictions.

            3.4 Decisions Final. Any decision, interpretation or other action
      made or taken in good faith by or at the direction of the Company, the
      Board or the Committee (or any of its members) arising out of or in
      connection with this Plan shall be within the absolute discretion of all
      and each of them, as the case may be, and shall be final, binding and
      conclusive on the Company and all employees and Participants and their
      respective heirs, executors, administrators, successors and assigns.

            3.5 Procedures. If the Committee is appointed, the Board shall
      designate one of the members of the Committee as chairman and the
      Committee shall hold meetings, subject to the By-Laws of the Company, at
      such times and places as it shall deem advisable, including, without
      limitation, by telephone conference or by written consent to the extent
      permitted by applicable law. A majority of the Committee members shall
      constitute a quorum. All determinations of the Committee shall be made by
      a majority of its members. Any decision or determination reduced to
      writing and signed by all the Committee members in accordance with the
      By-Laws of the Company, shall be fully as effective as if it had been made
      by a vote at a meeting duly called and held. The Committee shall keep
      minutes of its meetings and shall make such rules and regulations for the
      conduct of its business as it shall deem advisable.

            3.6  Designation of Consultants/Liability.

                  (a) The Committee may designate employees of the Company and
            professional advisors to assist the Committee in the administration
            of this Plan and may grant authority to officers to execute
            agreements or other documents on behalf of the Committee.

                  (b) The Committee may employ such legal counsel, consultants
            and agents as it may deem desirable for the administration of this
            Plan and may rely upon any opinion received from any such counsel or
            consultant and any computation received from any such consultant or
            agent. Expenses incurred by the Committee or the Board in the
            engagement of any such counsel, consultant or agent shall be paid by
            the Company. The Committee, its members and any person designated
            pursuant to sub-section (a) above shall not be liable for any action
            or determination made in good faith with respect to this Plan. To
            the maximum extent permitted by applicable law, no officer of the
            Company or member or former member of the Committee or of the Board
            shall be liable for any action or determination made in good faith
            with respect to this Plan or any Award granted under it.


                                      -9-
<PAGE>
            3.7 Indemnification. To the maximum extent permitted by applicable
      law and the Certificate of Incorporation and By-Laws of the Company and to
      the extent not covered by insurance directly insuring such person, each
      officer and member or former member of the Committee or the Board shall be
      indemnified and held harmless by the Company against any cost or expense
      (including reasonable fees of counsel reasonably acceptable to the
      Committee) or liability (including any sum paid in settlement of a claim
      with the approval of the Committee), and advanced amounts necessary to pay
      the foregoing at the earliest time and to the fullest extent permitted,
      arising out of any act or omission to act in connection with the
      administration of this Plan, except to the extent arising out of such
      officer's, member's or former member's own fraud or bad faith. Such
      indemnification shall be in addition to any rights of indemnification the
      employees, officers, directors or members or former officers, directors or
      members may have under applicable law or under the Certificate of
      Incorporation or By-Laws of the Company or any Affiliate. Notwithstanding
      anything else herein, this indemnification will not apply to the actions
      or determinations made by an individual with regard to Awards granted to
      him or her under this Plan.

                                   ARTICLE IV

                           SHARE AND OTHER LIMITATIONS

            4.1 Shares. The aggregate number of shares of Common Stock which may
      be issued or used for reference purposes under this Plan or with respect
      to which Awards may be granted under this Plan shall not exceed 7,916,220
      shares of Common Stock (subject to any increase or decrease pursuant to
      Section 4.2), which may be either authorized and unissued Common Stock or
      Common Stock held in or acquired for the treasury of the Company or both.
      If any Stock Option granted under this Plan expires, terminates or is
      canceled for any reason without having been exercised in full or the
      Company repurchases any Stock Option, the number of shares of Common Stock
      underlying such unexercised or repurchased Stock Option shall again be
      available for the purposes of Stock Options under this Plan. If any shares
      of Restricted Stock awarded under this Plan to an Eligible Employee,
      Consultant or Non-Employee Director are forfeited, repurchased, terminated
      or canceled by the Company for any reason, the number of forfeited,
      repurchased, terminated or canceled shares of Restricted Stock shall again
      be available for the purposes of the Awards under this Plan. In addition,
      in determining the number of shares of Common Stock available for Awards
      other than Incentive Stock Options, if Common Stock has been delivered or
      exchanged by a Participant as full or partial payment to the Company for
      payment of the exercise price, or for payment of withholding taxes, or if
      the number shares of Common Stock otherwise deliverable has been reduced
      for payment of the exercise price or for payment of withholding taxes, the
      number of shares of Common Stock exchanged as payment in connection with
      the exercise or for withholding or reduced shall again be available for
      purposes of Awards other than Incentive Stock Options under this Plan.


                                      -10-
<PAGE>
            4.2  Changes.

                  (a) The existence of this Plan and the Awards granted
            hereunder shall not affect in any way the right or power of the
            Board or the stockholders of the Company to make or authorize (i)
            any adjustment, recapitalization, reorganization or other change in
            the Company's capital structure or its business, (ii) any merger or
            consolidation of the Company or any Affiliate, (iii) any issuance of
            bonds, debentures, preferred or prior preference stock ahead of or
            affecting the Common Stock, (iv) the dissolution or liquidation of
            the Company or any Affiliate, (v) any sale or transfer of all or
            part of the assets or business of the Company or any Affiliate or
            (vi) any other corporate act or proceeding.

                  (b) Subject to the provisions of Section 4.2(d), in the event
            of any such change in the capital structure or business of the
            Company by reason of any stock split, reverse stock split, stock
            dividend, combination or reclassification of shares,
            recapitalization, merger, consolidation, spin-off, reorganization,
            partial or complete liquidation, issuance of rights or warrants to
            purchase any Common Stock or securities convertible into Common
            Stock, any sale or transfer of all or part of the Company's assets
            or business, or any other corporate transaction or event having an
            effect similar to any of the foregoing and effected without receipt
            of consideration by the Company and the Committee determines in good
            faith that an adjustment is necessary or appropriate under the Plan
            to prevent substantial dilution or enlargement of the rights granted
            to, or available for, Participants under the Plan, then the
            aggregate number and kind of shares which thereafter may be issued
            under this Plan, the number and kind of shares or other property
            (including cash) to be issued upon exercise of an outstanding Stock
            Option or under other Awards granted under this Plan and the
            purchase price thereof shall be appropriately adjusted consistent
            with such change in such manner as the Committee may deem equitable
            to prevent substantial dilution or enlargement of the rights granted
            to, or available for, Participants under this Plan, and any such
            adjustment determined by the Committee in good faith shall be final,
            binding and conclusive on the Company and all Participants and
            employees and their respective heirs, executors, administrators,
            successors and assigns. In connection with any event described in
            this paragraph, the Committee may provide, in its sole discretion,
            for the cancellation of any outstanding Awards and payment in cash
            or other property in exchange therefor. Except as provided in this
            Section 4.2, a Participant shall have no rights by reason of any
            issuance by the Company of any class or securities convertible into
            stock of any class, any subdivision or consolidation of shares of
            stock of any class, the payment of any stock dividend, any other
            increase or decrease in the number of shares of stock of any class,
            any sale or transfer of all or part of the Company's assets or
            business or any other change affecting the Company's capital
            structure or business.

                  (c) Fractional shares of Common Stock resulting from any
            adjustment in Awards pursuant to Section 4.2(a) or (b) shall be
            aggregated until, and eliminated at, the time of exercise by
            rounding-down for fractions less than one-half and


                                      -11-
<PAGE>
            rounding-up for fractions equal to or greater than one-half. No cash
            settlements shall be made with respect to fractional shares
            eliminated by rounding. Notice of any adjustment shall be given by
            the Committee to each Participant whose Award has been adjusted and
            such adjustment (whether or not such notice is given) shall be
            effective and binding for all purposes of this Plan.

                  (d) In the event of a merger or consolidation in which the
            Company is not the surviving entity or in the event of any
            transaction that results in the acquisition of substantially all of
            the Company's outstanding Common Stock by a single person or entity
            or by a group of persons and/or entities acting in concert, or in
            the event of the sale or transfer of all or substantially all of the
            Company's assets (all of the foregoing being referred to as
            "Acquisition Events"), then the Committee may, in its sole
            discretion, terminate all outstanding Stock Options, effective as of
            the date of the Acquisition Event, by delivering notice of
            termination to each Participant at least twenty (20) days prior to
            the date of consummation of the Acquisition Event, in which case
            during the period from the date on which such notice of termination
            is delivered to the consummation of the Acquisition Event, each such
            Participant shall have the right to exercise in full all of his or
            her Stock Options that are then outstanding (without regard to any
            limitations on exercisability otherwise contained in the Stock
            Option agreements), but any such exercise shall be contingent upon
            and subject to the occurrence of the Acquisition Event, and,
            provided that, if the Acquisition Event does not take place within a
            specified period after giving such notice for any reason whatsoever,
            the notice and exercise pursuant thereto shall be null and void.

            If an Acquisition Event occurs but the Committee does not terminate
      the outstanding Stock Options pursuant to this Section 4.2(d), then the
      provisions of Section 4.2(b) and Article IX shall apply.

            4.3 Minimum Purchase Price. Notwithstanding any provision of this
      Plan to the contrary, if authorized but previously unissued shares of
      Common Stock are issued under this Plan, such shares shall not be issued
      for a consideration which is less than as permitted under applicable law.

                                    ARTICLE V

                                   ELIGIBILITY

            5.1 General Eligibility. All Eligible Employees, prospective
      employees, Consultants and Non-Employee Directors of the Company and its
      Affiliates are eligible to be granted Non-Qualified Stock Options and
      Restricted Stock. Eligibility for the grant of Awards and actual
      participation in this Plan shall be determined by the Committee in its
      sole discretion.

            5.2 Incentive Stock Options. All Eligible Employees of the Company,
      its Subsidiaries and its Parent (if any) are eligible to be granted
      Incentive Stock Options under


                                      -12-
<PAGE>
      this Plan. Eligibility for the grant of an Incentive Stock Option and
      actual participation in this Plan shall be determined by the Committee in
      its sole discretion.

            5.3 General Requirement. The vesting and exercise of Awards granted
      to a prospective employee or consultant are conditioned upon such
      individual actually becoming an Eligible Employee or Consultant.

                                   ARTICLE VI

                                  STOCK OPTIONS

            6.1 Stock Options. Each Stock Option granted hereunder shall be one
      of two types: (a) an Incentive Stock Option intended to satisfy the
      requirements of Section 422 of the Code; or (b) a Non-Qualified Stock
      Option.

            6.2 Grants. Subject to the provisions of Article V, the Committee
      shall have the authority to grant to any Eligible Employee one or more
      Incentive Stock Options, Non-Qualified Stock Options or both types of
      Stock Options. To the extent that any Stock Option does not qualify as an
      Incentive Stock Option (whether because of its provisions or the time or
      manner of its exercise or otherwise), such Stock Option or the portion
      thereof which does not qualify, shall constitute a separate Non-Qualified
      Stock Option. The Committee shall have the authority to grant any
      Consultant or Non-Employee Director one or more Non-Qualified Stock
      Options. Notwithstanding any other provision of this Plan to the contrary
      or any provision in an agreement evidencing the grant of a Stock Option to
      the contrary, any Stock Option granted to an Eligible Employee of an
      Affiliate (other than an Affiliate which is a Parent or a Subsidiary)
      shall be a Non-Qualified Stock Option. The maximum number of shares of
      Common Stock subject to a Stock Option which may be granted under this
      Plan during any fiscal year of the Company to any Non- Employee Director
      shall not exceed 20,000 shares (subject to any increase or decrease
      pursuant to Section 4.2).

            6.3 Terms of Stock Options. Stock Options granted under this Plan
      shall be subject to the following terms and conditions, and shall be in
      such form and contain such additional terms and conditions, not
      inconsistent with the terms of this Plan, as the Committee shall deem
      desirable:

                  (a) Exercise Price. The exercise price per share of Common
            Stock subject to a Stock Option shall be determined by the Committee
            at the time of grant; provided that the per share exercise price of
            an Incentive Stock Option shall not be less than one hundred percent
            (100%) of the Fair Market Value of the share of Common Stock at the
            time of grant; and provided, further, that if an Incentive Stock
            Option is granted to a Ten Percent Stockholder, the exercise price
            per share shall be no less than one hundred ten percent (110%) of
            the Fair Market Value of the Common Stock.

                  (b) Stock Option Term. The term of each Stock Option shall be
            fixed by the Committee; provided, however, that no Stock Option
            shall be exercisable more than ten (10) years after the date such
            Stock Option is granted; and further provided that


                                      -13-
<PAGE>
            the term of an Incentive Stock Option granted to a Ten Percent
            Stockholder shall not exceed five (5) years.

                  (c) Exercisability. Stock Options shall be exercisable at such
            time or times and subject to such terms and conditions as shall be
            determined by the Committee at grant. If the Committee provides, in
            its discretion, that any Stock Option is exercisable subject to
            certain limitations (including, without limitation, that such Stock
            Option is exercisable only in installments or within certain time
            periods), the Committee may waive such limitations on the
            exercisability at any time at or after grant in whole or in part
            (including, without limitation, waiver of the installment exercise
            provisions or acceleration of the time at which such Stock Option
            may be exercised), based on such factors, if any, as the Committee
            shall determine, in its sole discretion. Unless otherwise determined
            by the Committee at grant, the grant shall provide that (i) in the
            event the Participant engages in Detrimental Activity prior to any
            exercise of the Stock Option, all Stock Options held by the
            Participant shall thereupon terminate and expire, (ii) as a
            condition of the exercise of a Stock Option, the Participant shall
            be required to certify (or shall be deemed to have certified) at the
            time of exercise in a manner acceptable to the Company that the
            Participant is in compliance with the terms and conditions of the
            Plan and that the Participant has not engaged in, and does not
            intend to engage in, any Detrimental Activity, and (iii) in the
            event the Participant engages in Detrimental Activity during the one
            (1) year period commencing on the date the Stock Option is
            exercised, the Company shall be entitled to recover from the
            Participant at any time within one (1) year after such exercise or
            vesting, and the Participant shall pay over to the Company, an
            amount equal to any gain realized as a result of the exercise
            (whether at the time of exercise or thereafter). The foregoing
            provisions described in (i), (ii) and (iii) shall cease to apply
            upon a Change in Control.

                  (d) Method of Exercise. Subject to whatever installment
            exercise and waiting period provisions apply under sub-section (c)
            above, to the extent vested, a Stock Options may be exercised in
            whole or in part at any time and from time to time during the Stock
            Option term by giving written notice of exercise to the Committee
            specifying the number of shares to be acquired. Such notice shall be
            accompanied by payment in full of the purchase price as follows: (i)
            in cash or by check, bank draft or money order payable to the order
            of the Company; (ii) if the Common Stock is traded on a national
            securities exchange, The Nasdaq Stock Market, Inc. or quoted on a
            national quotation system sponsored by the National Association of
            Securities Dealers, and the Committee authorizes, through a
            procedure whereby the Participant delivers irrevocable instructions
            to a broker approved by the Committee to deliver promptly to the
            Company an amount equal to the purchase price; or (iii) on such
            other terms and conditions as may be acceptable to the Committee
            (including, without limitation, the relinquishment of Stock Options
            or by payment in full or in part in the form of Common Stock owned
            by the Participant for a period of at least six (6) months or such
            other period necessary to avoid a charge, for accounting purposes,
            against the Company's earnings as reported in the Company's
            financial


                                      -14-
<PAGE>
            statements (and for which the Participant has good title free and
            clear of any liens and encumbrances) based on the Fair Market Value
            of the Common Stock on the payment date as determined by the
            Committee). No shares of Common Stock shall be issued until payment
            therefor, as provided herein, has been made or provided for.

                  (e) Incentive Stock Option Limitations. To the extent that the
            aggregate Fair Market Value (determined as of the time of grant) of
            the Common Stock with respect to which Incentive Stock Options are
            exercisable for the first time by an Eligible Employee during any
            calendar year under this Plan and/or any other stock option plan of
            the Company, any Subsidiary or any Parent exceeds $100,000, such
            Options shall be treated as Non-Qualified Stock Options. In
            addition, if an Eligible Employee does not remain employed by the
            Company, any Subsidiary or any Parent at all times from the time an
            Incentive Stock Option is granted until three (3) months prior to
            the date of exercise thereof (or such other period as required by
            applicable law), such Stock Option shall be treated as a
            Non-Qualified Stock Option. Should any provision of this Plan not be
            necessary in order for the Stock Options to qualify as Incentive
            Stock Options, or should any additional provisions be required, the
            Committee may amend this Plan accordingly, without the necessity of
            obtaining the approval of the stockholders of the Company.

                  (f) Form, Modification, Extension and Renewal of Stock
            Options. Subject to the terms and conditions and within the
            limitations of this Plan, Stock Options shall be evidenced by such
            form of agreement or grant as is approved by the Committee, and the
            Committee may (i) modify, extend or renew outstanding Stock Options
            granted under this Plan (provided that the rights of a Participant
            are not reduced without his or her consent), and (ii) accept the
            surrender of outstanding Stock Options (up to the extent not
            theretofore exercised) and authorize the granting of new Stock
            Options in substitution therefor (to the extent not theretofore
            exercised).

                  (g) Deferred Delivery of Common Shares. The Committee may in
            its discretion permit Participants to defer delivery of Common Stock
            acquired pursuant to a Participant's exercise of an Option in
            accordance with the terms and conditions established by the
            Committee.

                  (h) Early Exercise. The Committee may provide that a Stock
            Option include a provision whereby the Participant may elect at any
            time before the Participant's Termination to exercise the Stock
            Option as to any part or all of the shares of Common Stock subject
            to the Stock Option prior to the full vesting of the Stock Option
            and such shares shall be subject to the provisions of Article VII
            and treated as Restricted Stock. Any unvested shares of Common Stock
            so purchased may be subject to a repurchase option in favor of the
            Company or to any other restriction the Committee determines to be
            appropriate.

                  (i) Other Terms and Conditions. Stock Options may contain such
            other provisions, which shall not be inconsistent with any of the
            terms of this Plan, as the Committee shall deem appropriate
            including, without limitation, permitting "reloads"


                                      -15-
<PAGE>
            such that the same number of Stock Options are granted as the number
            of Stock Options exercised, shares used to pay for the exercise
            price of Stock Options or shares used to pay withholding taxes
            ("Reloads"). With respect to Reloads, the exercise price of the new
            Stock Option shall be the Fair Market Value on the date of the
            "reload" and the term of the Stock Option shall be the same as the
            remaining term of the Stock Options that are exercised, if
            applicable, or such other exercise price and term as determined by
            the Committee.

                                   ARTICLE VII

                                RESTRICTED STOCK

            7.1 Awards of Restricted Stock. Shares of Restricted Stock may be
      issued to Eligible Employees or Consultants either alone or in addition to
      other Awards granted under this Plan. The Committee shall determine the
      eligible persons to whom, and the time or times at which, grants of
      Restricted Stock will be made, the number of shares to be awarded, the
      price (if any) to be paid by the recipient (subject to Section 7.2), the
      time or times within which such Awards may be subject to forfeiture, the
      vesting schedule and rights to acceleration thereof, and all other terms
      and conditions of the Awards.

            Unless otherwise determined by the Committee at grant, each Award of
      Restricted Stock shall provide that in the event the Participant engages
      in Detrimental Activity prior to, or during the one year period after, any
      vesting of Restricted Stock, the Committee may direct (at any time within
      one (1) year thereafter) that all unvested Restricted Stock shall be
      immediately forfeited to the Company and that the Participant shall pay
      over to the Company an amount equal to the Fair Market Value at the time
      of vesting of any Restricted Stock which had vested in the period referred
      to above. The foregoing provision shall cease to apply upon a Change in
      Control.

            The Committee may condition the grant or vesting of Restricted Stock
      upon the attainment of specified performance goals or such other factors
      as the Committee may determine, in its sole discretion.

            7.2 Awards and Certificates. An Eligible Employee or Consultant
      selected to receive Restricted Stock shall not have any rights with
      respect to such Award, unless and until such Participant has delivered to
      the Company a fully executed copy of the applicable Award agreement
      relating thereto and has otherwise complied with the applicable terms and
      conditions of such Award. Further, such Award shall be subject to the
      following conditions:

                  (a) Purchase Price. The purchase price of Restricted Stock
            shall be fixed by the Committee. Subject to Section 4.3, the
            purchase price for shares of Restricted Stock may be zero to the
            extent permitted by applicable law, and, to the extent not so
            permitted, such purchase price may not be less than par value.

                  (b) Acceptance. Awards of Restricted Stock must be accepted
            within a period of ninety (90) days (or such shorter period as the
            Committee may specify at


                                      -16-
<PAGE>
            grant) after the Award date by executing a Restricted Stock Award
            agreement and by paying whatever price (if any) the Committee has
            designated thereunder.

                  (c) Legend. Each Participant receiving shares of Restricted
            Stock shall be issued a stock certificate in respect of such shares
            of Restricted Stock, unless the Committee elects to use another
            system, such as book entries by the transfer agent, as evidencing
            ownership of shares of Restricted Stock. Such certificate shall be
            registered in the name of such Participant, and shall, in addition
            to such legends required by applicable securities laws, bear an
            appropriate legend referring to the terms, conditions, and
            restrictions applicable to such Award, substantially in the
            following form:

                        "The anticipation, alienation, attachment, sale,
                        transfer, assignment, pledge, encumbrance or charge of
                        the shares of stock represented hereby are subject to
                        the terms and conditions (including forfeiture) of the
                        MarketAxess Holdings Inc. (the "Company") 2001 Stock
                        Incentive Plan (the "Plan") and an Agreement entered
                        into between the registered owner and the Company dated
                        __________. Copies of such Plan and Agreement are on
                        file at the principal office of the Company."

                  (d) Custody. If stock certificates are issued in respect of
            shares of Restricted Stock, the Committee may require that any stock
            certificates evidencing such shares be held in custody by the
            Company until the restrictions thereon shall have lapsed and that,
            as a condition to the grant of such Award of Restricted Stock, the
            Participant shall have delivered a duly signed stock power, endorsed
            in blank, relating to the Common Stock covered by such Award.

            7.3 Restrictions and Conditions on Restricted Stock Awards. Shares
      of Restricted Stock awarded pursuant to this Plan shall be subject to
      Article IX and the following restrictions and conditions:

                  (a) Restriction Period; Vesting and Acceleration of Vesting.
            (i) The Participant shall not be permitted to Transfer shares of
            Restricted Stock awarded under this Plan during the period or
            periods set by the Committee (the "Restriction Period") commencing
            on the date of such Award, as set forth in the Restricted Stock
            Award agreement and such agreement shall set forth a vesting
            schedule and any events which would accelerate vesting of the shares
            of Restricted Stock. Within these limits, based on service,
            attainment of performance goals pursuant to Section 7.3(a)(ii) below
            and/or such other factors or criteria as the Committee may determine
            in its sole discretion, the Committee may provide for the lapse of
            such restrictions in installments in whole or in part, or may
            accelerate the vesting of all or any part of any Restricted Stock
            Award and/or waive the deferral limitations for all or any part of
            any Restricted Stock Award.


                                      -17-
<PAGE>
                        (ii) Performance Goals, Formulae or Standards. If the
                  grant of shares of Restricted Stock or the lapse of
                  restrictions is based on the attainment of performance goals,
                  the Committee shall establish the Performance Goals and the
                  applicable vesting percentage of the Restricted Stock Award
                  applicable to each Participant or class of Participants in
                  writing prior to the beginning of the applicable fiscal year
                  or at such later date as otherwise determined by the
                  Committee. Such performance goals may incorporate provisions
                  for disregarding (or adjusting for) changes in accounting
                  methods, corporate transactions (including, without
                  limitation, dispositions and acquisitions) and other similar
                  type events or circumstances.

                  (b) Rights as Stockholder. Except as provided in this
            subsection (b) and subsection (a) above and as otherwise determined
            by the Committee, the Participant shall have, with respect to the
            shares of Restricted Stock, all of the rights of a holder of shares
            of Common Stock of the Company including, without limitation, the
            right to receive any dividends, the right to vote such shares and,
            subject to and conditioned upon the full vesting of shares of
            Restricted Stock, the right to tender such shares. The Committee
            may, in its sole discretion, determine at the time of grant that the
            payment of dividends shall be deferred until, and conditioned upon,
            the expiration of the applicable Restriction Period.

                  (c) Lapse of Restrictions. If and when the Restriction Period
            expires without a prior forfeiture of the Restricted Stock subject
            to such Restriction Period, the certificates for such shares shall
            be delivered to the Participant. All legends shall be removed from
            said certificates at the time of delivery to the Participant except
            as otherwise required by applicable law or other limitations imposed
            by the Committee.




                                  ARTICLE VIII

                     NON-TRANSFERABILITY AND TERMINATION OF
                       EMPLOYMENT/CONSULTANCY/DIRECTORSHIP

            8.1  Non-Transferability.

                  (a) Except as otherwise specifically provided herein, no Stock
            Option shall be Transferable by the Participant otherwise than by
            will or by the laws of descent and distribution. All Stock Options
            shall be exercisable, during the Participant's lifetime, only by the
            Participant. Shares of Restricted Stock may not be Transferred prior
            to the date on which such shares are issued, or if later, the date
            on which any applicable restriction, performance or deferral period
            lapses. Any attempt to Transfer any such Award shall be void and
            immediately cancelled, and no such Award shall in any manner be
            liable for or subject to the debts, contracts, liabilities,


                                      -18-
<PAGE>
            engagements or torts of any person who shall be entitled to such
            Award, nor shall it be subject to attachment or legal process for or
            against such person.

                  (b) Notwithstanding the foregoing, the Committee may determine
            at the time of grant or thereafter that a Non-Qualified Stock Option
            that is otherwise not Transferable pursuant to this Section 8.1 is
            Transferable to a Family Member in whole or in part and in such
            circumstances, and under such conditions, as specified by the
            Committee. A Non- Qualified Stock Option that is Transferred to a
            Family Member pursuant to the preceding sentence (i) may not be
            subsequently Transferred otherwise than by will or by the laws of
            descent and distribution and (ii) remains subject to the terms of
            this Plan and the Stock Option agreement. Any shares of Common Stock
            acquired upon the exercise of a Stock Option by a permissible
            transferee of a Stock Option or a permissible transferee pursuant to
            a Transfer after the exercise of the Stock Option shall be subject
            to the terms of this Plan and the Stock Option agreement, including,
            without limitation, the provisions of Article XI hereof.

            8.2 Termination. The following rules apply with regard to the
      Termination of a Participant.

                  (a) Rules Applicable to Stock Options. Unless otherwise
            determined by the Committee at grant or, if no rights of the
            Participant are reduced, thereafter:

                        (i) Termination by Reason of Death, Disability or
                  Retirement. If a Participant's Termination is by reason of
                  death, Disability or Retirement, all Stock Options that are
                  held by such Participant that are vested and exercisable at
                  the time of the Participant's Termination may be exercised by
                  the Participant (or, in the case of death, by the legal
                  representative of the Participant's estate) at any time within
                  a period of one (1) year from the date of such Termination,
                  but in no event beyond the expiration of the stated terms of
                  such Stock Options; provided, however, that in the case of
                  Retirement, if the Participant dies within such exercise
                  period, all unexercised Stock Options held by such Participant
                  shall thereafter be exercisable, to the extent to which they
                  were exercisable at the time of death, for a period of one (1)
                  year from the date of such death, but in no event beyond the
                  expiration of the stated term of such Stock Options.

                        (ii) Involuntary Termination Without Cause or for Good
                  Reason. If a Participant's Termination is by involuntary
                  termination without Cause or for Good Reason, all Stock
                  Options that are held by such Participant that are vested and
                  exercisable at the time of the Participant's Termination may
                  be exercised by the Participant at any time within a period of
                  ninety (90) days from the date of such Termination, but in no
                  event beyond the expiration of the stated term of such Stock
                  Options.


                                      -19-
<PAGE>
                        (iii) Voluntary Termination. If a Participant's
                  Termination is voluntary (other than a voluntary termination
                  described in Section 8.2(a)(iv)(y) below), all Stock Options
                  that are held by such Participant that are vested and
                  exercisable at the time of the Participant's Termination may
                  be exercised by the Participant at any time within a period of
                  thirty (30) days from the date of such Termination, but in no
                  event beyond the expiration of the stated terms of such Stock
                  Options.

                        (iv) Termination for Cause. If a Participant's
                  Termination (x) is for Cause or (y) is a voluntary Termination
                  (as provided in sub-section (c) above) after the occurrence of
                  an event that would be grounds for a Termination for Cause,
                  all Stock Options, whether vested or not vested, that are held
                  by such Participant shall thereupon terminate and expire as of
                  the date of such Termination.

                        (v) Unvested Stock Options. Stock Options that are not
                  vested as of the date of a Participant's Termination for any
                  reason shall terminate and expire as of the date of such
                  Termination.

                  (b) Rules Applicable to Restricted Stock. Unless otherwise
            determined by the Committee at grant or, if no rights of the
            Participant are reduced, thereafter, subject to the applicable
            provisions of the Restricted Stock Award agreement and this Plan,
            upon a Participant's Termination for any reason during the relevant
            Restriction Period, all Restricted Stock still subject to
            restriction will vest or be forfeited in accordance with the terms
            and conditions established by the Committee at grant or thereafter.

                                   ARTICLE IX

                          CHANGE IN CONTROL PROVISIONS

            9.1 Benefits. In the event of a Change in Control of the Company,
      except as otherwise provided by the Committee in an Award agreement, a
      Participant's employment agreement with the Company or an Affiliate, as
      approved by the Committee, or other written agreement approved by the
      Committee (as such agreement may be amended from time to time), a
      Participant's unvested Awards shall not vest and a Participant's Award
      shall be treated in accordance with one of the following methods as
      determined by the Committee:

            (a) (i) Stock Options, whether or not then vested, shall be
      continued, assumed, have new rights substituted therefor or be treated in
      accordance with Section 4.2 hereof, as determined by the Committee, and
      (ii) restrictions to which any shares of Restricted Stock granted prior to
      the Change in Control are subject shall not lapse upon a Change in Control
      and the Restricted Stock shall, where appropriate in the sole discretion
      of the Committee, receive the same distribution as other Common Stock on
      such terms as determined by the Committee; provided that, the Committee
      may decide to award additional Restricted Stock in lieu of any cash
      distribution. Notwithstanding anything to the contrary herein, for
      purposes


                                      -20-
<PAGE>
      of Incentive Stock Options, any assumed or substituted Stock Option shall
      comply with the requirements of Treasury Regulation Section 1.425-1 (and
      any amendments thereto).

            (b) The Committee, in its sole discretion, may provide for the
      purchase of any Stock Option by the Company or an Affiliate for an amount
      of cash equal to the excess of the Change in Control Price (as defined
      below) of the shares of Common Stock covered by such Stock Options, over
      the aggregate exercise price of such Stock Options. For purposes of this
      Section 9.1, Change in Control Price shall mean the highest price per
      share of Common Stock paid in any transaction related to the applicable
      Change in Control of the Company.

            (c) Notwithstanding anything else herein, the Committee may, in its
      sole discretion, provide for accelerated vesting of a Stock Option or
      accelerated lapsing of restrictions on shares of Restricted Stock at any
      time.

            (d) If the Company and the other party to a transaction constituting
      a Change in Control agree that such transaction shall be treated as a
      "pooling of interests" for financial reporting purposes, and if the
      transaction is in fact so treated, then the acceleration of
      exercisability, vesting or lapse of the vesting period of a Stock Option
      or of the applicable Restriction Period shall not occur to the extent that
      the Company's independent public accountants determine in good faith that
      such acceleration would preclude ""pooling of interests" accounting.

            9.2 Change in Control. Unless otherwise determined by the Committee
      in the applicable Award agreement or other written agreement approved by
      the Committee, a "Change in Control" shall be deemed to have occurred:

                  (a) upon any "person" as such term is used in Sections 13(d)
            and 14(d) of the Exchange Act (other than the Company, any trustee
            or other fiduciary holding securities under any employee benefit
            plan of the Company, or any company owned, directly or indirectly,
            by the stockholders of the Company in substantially the same
            proportions as their ownership of Common Stock of the Company),
            becoming the beneficial owner (as defined in Rule 13d-3 under the
            Exchange Act), directly or indirectly, of securities of the Company
            representing more than 50% of the combined voting power of the
            Company's then outstanding securities;

                  (b) a merger or consolidation of the Company with any other
            corporation, other than a merger or consolidation which would result
            in the voting securities of the Company outstanding immediately
            prior thereto continuing to represent (either by remaining
            outstanding or by being converted into voting securities of the
            surviving entity) more than fifty percent (50%) of the combined
            voting power of the voting securities of the Company or such
            surviving entity outstanding immediately after such merger or
            consolidation; provided, however, that a merger or consolidation
            effected to implement a recapitalization of the Company (or similar
            transaction) in which no person (other than those covered by the
            exceptions in (a) above) acquires


                                      -21-
<PAGE>
            more than fifty percent (50%) of the combined voting power of the
            Company's then outstanding securities shall not constitute a Change
            in Control of the Company; or

                  (c) upon the stockholders of the Company approval of a plan of
            complete liquidation of the Company or an agreement for the sale or
            disposition by the Company of all or substantially all of the
            Company's assets other than the sale or disposition of all or
            substantially all of the assets of the Company to a person or
            persons who beneficially own, directly or indirectly, at least fifty
            percent (50%) or more of the combined voting power of the
            outstanding voting securities of the Company at the time of the
            sale.


            9.3 Registration Date not a Change in Control. For purposes of the
      Plan, the Registration Date shall not be deemed to be a Change in Control.

                                    ARTICLE X

                        TERMINATION OR AMENDMENT OF PLAN

            Notwithstanding any other provision of this Plan, the Board or the
      Committee may at any time, and from time to time, amend, in whole or in
      part, any or all of the provisions of this Plan (including any amendment
      deemed necessary to ensure that the Company may comply with any regulatory
      requirement referred to in Article XIII), or suspend or terminate it
      entirely, retroactively or otherwise; provided, however, that, unless
      otherwise required by law or specifically provided herein, the rights of a
      Participant with respect to Awards granted prior to such amendment,
      suspension or termination, may not be impaired without the consent of such
      Participant and, provided further, no amendment may be made which would
      (i) increase the aggregate number of shares of Common Stock that may be
      issued under this Plan; (ii) change the classification of employees,
      Consultants or Non-Employee Directors eligible to receive Awards under
      this Plan; (iii) decrease the minimum option price of any Stock Option; or
      (iv) extend the maximum Stock Option period under Section 6.3 without the
      approval of the stockholders of the Company in accordance with the laws of
      the State of Delaware, and, solely to the extent applicable to Incentive
      Stock Options, Section 422 of the Code. In no event may this Plan be
      amended without the approval of the stockholders of the Company in
      accordance with the applicable laws of the State of Delaware to increase
      the aggregate number of shares of Common Stock that may be issued under
      this Plan, decrease the minimum exercise price of any Stock Option, or to
      make any other amendment that would require stockholder approval under the
      rules of any exchange or system on which the Company's securities are
      listed or traded at the request of the Company.

            The Committee may amend the terms of any Award theretofore granted,
      prospectively or retroactively, but, subject to Article IV above or as
      otherwise specifically provided herein, no such amendment or other action
      by the Committee shall impair the rights of any holder without the
      holder's consent.

                                   ARTICLE XI


                                      -22-
<PAGE>
                 COMPANY CALL RIGHTS; RIGHTS OF FIRST REFUSAL

            11.1  Company Call Rights.

                  (a) In the event of a Participant's Termination for Cause, a
            Participant's voluntary termination of his/her employment within
            ninety (90) days after the occurrence of an event that would be
            grounds for a Termination for Cause or the discovery that a
            Participant engaged in Detrimental Activity, the Company may
            repurchase from the Participant (or his or her transferee) any
            shares of Common Stock previously acquired by the Participant
            through the exercise of a Stock Option granted under this Plan or an
            award of Restricted Stock granted under this Plan at a repurchase
            price equal to the lesser of (A) the original purchase price or
            exercise price (as applicable), if any or (B) the Fair Market Value
            of a share of Common Stock on the date of Termination or the date of
            repurchase, as selected by the Committee.

                  (b) In the event of a Termination for any reason other than
            for Cause (including Termination due to Retirement, death,
            Disability, involuntary termination without Cause, for Good Reason
            or resignation), the Company may at any time within the later of one
            year after a Participant incurs a Termination or the date a
            Participant acquires shares of Common Stock upon the exercise of a
            Stock Option following his or her Termination for any reason other
            than for Cause: (i) repurchase from the Participant each outstanding
            vested Stock Option based on the difference between the exercise
            price of a share of Common Stock relating to such Stock Option and
            the Fair Market Value of a share of Common Stock on the date of
            Termination and (ii) repurchase from the Participant any shares of
            Common Stock previously acquired by the Participant through the
            exercise of a Stock Option under this Plan at a repurchase price
            equal to the Fair Market Value on the date of Termination or the
            date of repurchase, as selected by the Committee.

                  (c) In the event of a Termination for any reason other than
            for Cause (including termination due to Retirement, death,
            Disability, involuntary termination without Cause or resignation),
            the Company may at any time within one year after a Participant
            incurs a Termination other than for Cause repurchase from the
            Participant any shares of Common Stock previously acquired by the
            Participant pursuant to an award of Restricted Stock under this Plan
            at a repurchase price equal to Fair Market Value as of the date of
            Termination or as of the date of repurchase, as selected by the
            Committee.

                  (d) (i) If the Company elects to exercise call rights under
            this Section 11.1, it shall do so by delivering to the Participant a
            notice of such election, specifying the number of shares to be
            purchased and such closing date and time that, solely for purposes
            of sub-sections (b) or (c), is within the applicable one year
            period. Such closing shall take place at the Company's principal
            executive offices.

                        (ii) At such closing, the Company will pay the
            Participant the repurchase price as specified in this Section 11.1
            in cash, or by cancellation of


                                      -23-
<PAGE>
            indebtedness of the Participant to the Company; provided, however,
            the Company may elect to pay the repurchase price in three (3) equal
            installments with the first installment paid at the closing and
            subsequent installments paid on the first two (2) anniversaries of
            the closing. The installment payments shall bear interest at the
            applicable federal rate.

            11.2 Transfer Limit. (a) No Participant shall, directly or
      indirectly, prior to the Registration Date or such other date determined
      by the Committee, Transfer (i) any shares of Common Stock acquired through
      the exercise of a Stock Option under this Plan or (ii) any shares of
      Common Stock acquired by the Participant pursuant to an award of
      Restricted Stock under this Plan prior to the Participant's Termination
      and expiration of the time period provided in Sections 11.1(b) or (c)
      hereof (the "Transfer Restriction Period"). Notwithstanding the foregoing,
      the Participant shall have the right to Transfer such shares of Common
      Stock to a "Permissible Transferee" who takes the shares subject to the
      terms of the Plan and applicable Award agreement. Permissible Transferees
      shall mean Family Members, any stockholder of the Company, or any employee
      of the Company.

                  (b) After the Transfer Restriction Period, no Participant
            shall Transfer (i) any Common Stock acquired through the exercise of
            a Stock Option under this Plan or (ii) any shares of Common Stock
            acquired by the Participant pursuant to an award of Restricted Stock
            to any Person other than a Permissible Transferee unless in each
            such instance the Participant (or his or her estate or legal
            representative) shall have first offered to the Company the Common
            Stock proposed to be Transferred pursuant to a bona fide offer to a
            third party.

                  (c) Notice of Proposed Transfer. Prior to any proposed
            Transfer of the Common Stock acquired either through the exercise of
            a Stock Option under this Plan or pursuant to an award of Restricted
            Stock, the Participant shall give a written notice (the "Transfer
            Notice") to the Company describing fully the proposed Transfer,
            including the number of shares of Common Stock, the name and address
            of the proposed Transferee (the "Proposed Transferee") and, if the
            Transfer is voluntary, the proposed Transfer price, and containing
            such information necessary to show that the Participant has obtained
            a bona fide binding offer to Transfer the Common Stock for cash from
            a third party. The Participant shall provide a separate Transfer
            Notice with regard to each Proposed Transferee. The Transfer Notice
            shall be signed by both the Participant and the Proposed Transferee
            and must constitute a binding and unconditional commitment of the
            Participant and the Proposed Transferee for the Transfer of the
            Common Stock to the Proposed Transferee for cash subject only to the
            right of first refusal specified herein.

                  (d) Bona Fide Transfer. If the Company determines that the
            information provided by the Participant in the Transfer Notice is
            insufficient to establish the bona fide nature of a proposed
            voluntary Transfer, the Company shall give the Participant written
            notice of the Participant's failure to comply with the procedure
            described herein, and the Participant shall have no right to
            Transfer the Common Stock without first complying


                                      -24-
<PAGE>
            with this procedure. The Participant shall not be permitted to
            Transfer the Common Stock if the proposed Transfer is not bona fide.

                  (e) Exercise of Right of First Refusal. If the Company
            determines the proposed Transfer to be a bona fide Transfer, the
            Company shall have the right to repurchase all or any part of the
            shares of Common Stock at the proposed Transfer price per share, by
            delivering to the Participant (or his or her estate or legal
            representative) written notice of such exercise within twenty (20)
            days after the date the Company has determined that the proposed
            Transfer is bona fide. The Company's exercise or failure to exercise
            the right of first refusal with respect to any proposed Transfer
            described in a Transfer Notice shall not affect the Company's right
            to exercise the right of first refusal with respect to any proposed
            Transfer described in any other Transfer Notice, whether or not such
            other Transfer Notice is issued by the Participant or issued by a
            person other than the Participant with respect to a proposed
            Transfer to the same Proposed Transferee. If the Company exercises
            the right of first refusal, the Company and the Participant shall
            thereupon consummate the sale of the Common Stock to the Company
            within twenty (20) days after the date the Company has determined
            that the proposed Transfer is bona fide (unless a longer period is
            offered by the Proposed Transferee); provided, however, that in the
            event the Transfer Notice provides for the payment for the Common
            Stock other than in cash, the Company shall have the option of
            paying for the Common Stock by the present value cash equivalent of
            the consideration described in the Transfer Notice as reasonably
            determined by the Company. For purposes of the foregoing,
            cancellation of any indebtedness of the Participant to the Company
            shall be treated as payment to the Participant in cash to the extent
            of the unpaid principal and any accrued interest canceled.

                  (f) Failure to Exercise Right of First Refusal. If the Company
            fails to exercise the right of first refusal with respect to any
            share of Common Stock within the period specified in sub-section (e)
            above, and the Company has not given notice to the Participant that
            the proposed Transfer is not a bona fide Transfer pursuant to
            sub-section (d) above, the Participant may conclude a Transfer to
            the Proposed Transferee of the Common Stock on the terms and
            conditions described in the Transfer Notice, provided such Transfer
            occurs not later than twenty (20) days after the date the Company
            has determined that the proposed Transfer is bona fide. The Company
            shall have the right to demand further assurances from the
            Participant and the Proposed Transferee (in a form satisfactory to
            the Company) that the Transfer of the Common Stock was actually
            carried out on the terms and conditions described in the Transfer
            Notice. No Common Stock shall be transferred on the books of the
            Company until the Company has received such assurances, if so
            demanded, and has approved the proposed Transfer as bona fide. Any
            proposed Transfer on terms and conditions different from those
            described in the Transfer Notice, as well as any subsequent proposed
            Transfer by the Participant (or his or her estate or legal
            representative), shall again be subject to the right of first
            refusal and shall require compliance by the Participant with the
            procedure described in this Section 11.2.


                                      -25-
<PAGE>
                  (g) Assignment of Right of First Refusal. The Company shall
            have the right to assign the right of first refusal at any time,
            whether or not there has been an attempted Transfer, to one or more
            persons as may be selected by the Company, from time to time.

                  (h) Application to Transferees. This Section 11.2 shall apply
            to any transferee (other than to a transferee who acquires the
            Common Stock pursuant to sub- section (f) above) in the same manner
            as it applies to a Participant.

            11.3 Alternative Call Rights and Rights of First Refusal. The
      Committee may provide in the applicable Award agreement alternative (or
      no) call rights and/or rights of first refusal at the time of grant (or,
      thereafter, if no rights of the Participant are reduced) as it may decide
      in its sole discretion.

            11.4 Effect of Registration. Notwithstanding the foregoing, unless
      otherwise determined by the Committee, the Company shall cease to have
      rights pursuant to this Article XI on and after the Registration Date.

                                   ARTICLE XII

                                  UNFUNDED PLAN

            This Plan is intended to constitute an "unfunded" plan for incentive
      and deferred compensation. With respect to any payments as to which a
      Participant has a fixed and vested interest but which are not yet made to
      a Participant by the Company, nothing contained herein shall give any such
      Participant any rights that are greater than those of a general unsecured
      creditor of the Company.

                                  ARTICLE XIII

                               GENERAL PROVISIONS

            13.1 Legend. The Committee may require each person receiving shares
      pursuant to an Award under this Plan to represent to and agree with the
      Company in writing that the Participant is acquiring the shares without a
      view to distribution thereof and such other securities law related
      representations as the Committee shall request. In addition to any legend
      required by this Plan, the certificates for such shares may include any
      legend which the Committee deems appropriate to reflect any restrictions
      on Transfer.

            All certificates for shares of Common Stock delivered under this
      Plan shall be subject to such stock transfer orders and other restrictions
      as the Committee may deem advisable under the rules, regulations and other
      requirements of the Securities and Exchange Commission, any stock exchange
      upon which the Common Stock is then listed or any national securities
      association system

      upon whose system the Common Stock is then quoted, any applicable Federal
      or state securities law, and any applicable corporate law, and the
      Committee may cause a legend or legends to be put on any such certificates
      to make appropriate reference to such restrictions.


                                      -26-
<PAGE>
            13.2 Other Plans. Nothing contained in this Plan shall prevent the
      Board from adopting other or additional compensation arrangements, subject
      to stockholder approval if such approval is required; and such
      arrangements may be either generally applicable or applicable only in
      specific cases. In the event of any conflict between the provisions of
      this Plan and any agreement, approved by the Board or the Committee,
      between the Company and any employee, Consultant or Non-Employee Director,
      the provisions of such agreement shall govern.

            13.3 No Right to Employment/Directorship/Consultancy. Neither this
      Plan nor the grant of any Award hereunder shall give any Participant or
      other employee, Consultant or Non- Employee Director any right with
      respect to continuance of employment, consultancy or directorship by the
      Company or any Affiliate, nor shall they be a limitation in any way on the
      right of the Company or any Affiliate by which an employee is employed or
      a Consultant or Non- Employee Director is retained to terminate his or her
      employment or consultancy at any time.

            13.4 Withholding of Taxes. The Company shall have the right to
      deduct from any payment to be made to a Participant, or to otherwise
      require, prior to the issuance or delivery of any shares of Common Stock
      or the payment of any cash hereunder, payment by the Participant of, any
      Federal, state or local taxes required by law to be withheld. Upon the
      vesting of Restricted Stock, or upon making an election under Section
      83(b) of the Code, a Participant shall pay all required withholding to the
      Company.

            Any statutorily required withholding obligation with regard to any
      Eligible Employee may be satisfied, subject to the consent of the
      Committee, by reducing the number of shares of Common Stock otherwise
      deliverable or by delivering shares of Common Stock already owned.
      Any fraction of a share of Common Stock required to satisfy such tax
      obligations shall be disregarded and the amount due shall be paid instead
      in cash by the Participant.

            13.5  Listing and Other Conditions.

                  (a) Unless otherwise determined by the Committee, as long as
            the Common Stock is listed on a national securities exchange or
            system sponsored by a national securities association, the issue of
            any shares of Common Stock pursuant to an Award shall be conditioned
            upon such shares being listed on such exchange or system. The
            Company shall have no obligation to issue such shares unless and
            until such shares are so listed, and the right to exercise any Stock
            Option with respect to such shares shall be suspended until such
            listing has been effected.

                  (b) If at any time counsel to the Company shall be of the
            opinion that any sale or delivery of shares of Common Stock pursuant
            to an Award is or may in the circumstances be unlawful or result in
            the imposition of excise taxes on the Company under the statutes,
            rules or regulations of any applicable jurisdiction, the Company
            shall have no obligation to make such sale or delivery, or to make
            any application or to effect or to maintain any qualification or
            registration under the Securities Act or otherwise with respect to
            shares of Common Stock or Awards, and the right to


                                      -27-
<PAGE>
            exercise any Stock Option shall be suspended until, in the opinion
            of said counsel, such sale or delivery shall be lawful and will not
            result in the imposition of excise taxes on the Company.

                  (c) Upon termination of any period of suspension under this
            Section 13.5, an Award affected by such suspension which shall not
            then have expired or terminated shall be reinstated as to all shares
            available before such suspension and as to shares which would
            otherwise have become available during the period of such
            suspension, but no such suspension shall extend the term of any
            Stock Option.

                  (d) A Participant shall be required to supply the Company with
            any certificates, representations and information that the Company
            requests and otherwise cooperate with the Company in obtaining any
            listing, registration, qualification, exemption, consent or approval
            the Company deems necessary or appropriate.

            13.6 Stockholders Agreement and Other Requirements. Notwithstanding
      anything herein to the contrary, as a condition to the receipt of shares
      of Common Stock pursuant to a Stock Option or Restricted Stock award under
      this Plan, to the extent required by the Committee, the Participant shall
      execute and deliver a stockholder's agreement or such other documentation
      which shall set forth certain restrictions on transferability of the
      shares of Common Stock acquired upon exercise or purchase, a right of
      first refusal of the Company with respect to shares, and such other terms
      as the Board or Committee shall from time to time establish. Such
      stockholder's agreement or other documentation shall apply to the Common
      Stock acquired under the Plan and covered by such stockholder's agreement
      or other documentation. The Company may require, as a condition of
      exercise, the Participant to become a party to any other existing
      stockholder agreement.

            13.7 Governing Law. This Plan shall be governed and construed in
      accordance with the laws of the State of Delaware (regardless of the law
      that might otherwise govern under applicable Delaware principles of
      conflict of laws).

            13.8 Construction. Wherever any words are used in this Plan in the
      masculine gender they shall be construed as though they were also used in
      the feminine gender in all cases where they would so apply, and wherever
      any words are used herein in the singular form they shall be construed as
      though they were also used in the plural form in all cases where they
      would so apply. To the extent applicable, this Plan shall be limited,
      construed and interpreted in a manner so as to comply with the applicable
      requirements of Rule 16b-3; however, noncompliance with Rule 16b-3 shall
      have no impact on the effectiveness of an Award under this Plan.

            13.9 Other Benefits. No Award payment under this Plan shall be
      deemed compensation for purposes of computing benefits under any
      retirement plan of the Company or its subsidiaries nor affect any benefits
      under any other benefit plan now or subsequently in effect under which the
      availability or amount of benefits is related to the level of
      compensation.


                                      -28-
<PAGE>
            13.10 Costs. The Company shall bear all expenses included in
      administering this Plan, including expenses of issuing Common Stock
      pursuant to any Awards hereunder.

            13.11 No Right to Same Benefits. The provisions of Stock Options
      need not be the same with respect to each Participant, and such Stock
      Options to individual Participants need not be the same in subsequent
      years.

            13.12 Death/Disability. The Committee may in its discretion require
      the transferee of a Participant to supply it with written notice of the
      Participant's death or Disability and to supply it with a copy of the will
      (in the case of the Participant's death) or such other evidence as the
      Committee deems necessary to establish the validity of the transfer of an
      Award. The Committee may also require that the agreement of the transferee
      to be bound by all of the terms and conditions of this Plan.

            13.13 Section 16(b) of the Exchange Act. On and after the
      Registration Date, all elections and transactions under this Plan by
      persons subject to Section 16 of the Exchange Act involving shares of
      Common Stock are intended to comply with any applicable exemptive
      condition under Rule 16b-3. The Committee may establish and adopt written
      administrative guidelines, designed to facilitate compliance with Section
      16(b) of the Exchange Act, as it may deem necessary or proper for the
      administration and operation of this Plan and the transaction of business
      thereunder.

            13.14 Successors and Assigns. The Plan shall be binding on all
      successors and permitted assigns of a Participant, including, without
      limitation, the estate of such Participant and the executor, administrator
      or trustee of such estate.

            13.15 Severability of Provisions. If any provision of this Plan
      shall be held invalid or unenforceable, such invalidity or
      unenforceability shall not affect any other provisions hereof, and this
      Plan shall be construed and enforced as if such provisions had not been
      included; provided, however, that if the Company's Call Rights and Rights
      of First Refusal set forth in Article XI shall be held invalid or
      unenforceable, the Stock Options granted under the Plan shall be cancelled
      and terminated.

            13.16 Headings and Captions. The headings and captions herein are
      provided for reference and convenience only, shall not be considered part
      of this Plan, and shall not be employed in the construction of this Plan.

            13.17 Securities Act Compliance. Except as the Company or Committee
      shall otherwise determine, this Plan is intended to comply with Section
      4(2) or Rule 701 of the Securities Act, and any provisions inconsistent
      with such Section or Rule of the Securities Act shall be inoperative and
      shall not affect the validity of the Plan.

            13.18 Successors and Assigns. The Plan shall be binding on all
      successors and permitted assigns of a Participant, including, without
      limitation, the estate of such Participant and the executor, administrator
      or trustee of such estate.


                                      -29-
<PAGE>
            13.19 Payment to Minors, Etc. Any benefit payable to or for the
      benefit of a minor, an incompetent person or other person incapable of
      receipt thereof shall be deemed paid when paid to such person's guardian
      or to the party providing or reasonably appearing to provide for the care
      of such person, and such payment shall fully discharge the Committee, the
      Board, the Company, its Affiliates and their employees, agents and
      representatives with respect thereto.

            13.20 Agreement. As a condition to the grant of an Award, if
      requested by the Company and the lead underwriter of any public offering
      of the Common Stock (the "Lead Underwriter"), a Participant shall
      irrevocably agree not to sell, contract to sell, grant any option to
      purchase, transfer the economic risk of ownership in, make any short sale
      of, pledge or otherwise transfer or dispose of, any interest in any Common
      Stock or any securities convertible into, derivative of, or exchangeable
      or exercisable for, or any other rights to purchase or acquire Common
      Stock (except Common Stock included in such public offering or acquired on
      the public market after such offering) during such period of time
      following the effective date of a registration statement of the Company
      filed under the Securities Act that the Lead Underwriter shall specify
      (the "Lock-up Period"). The Participant shall further agree to sign such
      documents as may be requested by the Lead Underwriter to effect the
      foregoing and agree that the Company may impose stop-transfer instructions
      with respect to Common Stock acquired pursuant to an Award until the end
      of such Lock-up Period.

                                   ARTICLE XIV

                             EFFECTIVE DATE OF PLAN

      The Plan shall become effective upon adoption by the Board or such later
date as provided in the adopting resolution, subject to the approval of this
Plan by the stockholders of the Company within twelve (12) months before or
after adoption of the Plan by the Board in accordance with the requirements of
the laws of the State of Delaware.

                                   ARTICLE XV

                                  TERM OF PLAN

      No Award shall be granted pursuant to this Plan on or after the tenth
anniversary of the earlier of the date this Plan is adopted or the date of
stockholder approval, but Awards granted prior to such tenth anniversary may,
and the Committee's authority to administer the terms of such Awards shall,
extend beyond that date.

                                   ARTICLE XVI

                     PROVISIONS APPLICABLE TO AWARDS GRANTED
                             TO CALIFORNIA RESIDENTS


                                      -30-
<PAGE>
            Notwithstanding the foregoing, any Award granted under the Plan to a
      California resident shall be subject to the provisions of this Article XVI
      (in addition to other applicable provisions of the Plan that are not
      inconsistent with this Article XVI) and, notwithstanding any provision of
      the Plan to the contrary, solely to the extent necessary to comply with
      Title 10 of the California Code of Regulations at the time an Award is
      granted, the following shall apply to each such Award:

            (a) At no time shall the total number of shares issuable upon
      exercise or vesting of all outstanding Awards provided for under any stock
      bonus or similar plan of the Company exceed thirty percent (30%) of all
      outstanding shares of the Company, including convertible preferred shares
      or convertible senior common shares on an as-converted basis, based on the
      shares of the Company which are outstanding at the time the calculation is
      made.

            (b) Any repurchase option in favor of the Company that is applicable
      to an Award granted prior to the Registration Date to an Eligible Employee
      who is not an officer, director or Consultant shall be subject to the
      following:

                  (i) If the repurchase option gives the Company the right to
            repurchase the shares of Common Stock upon Termination at not less
            than the Fair Market Value of the shares of Common Stock to be
            purchased on the date of Termination, then (x) the right to
            repurchase shall be exercised for cash or cancellation of purchase
            money indebtedness for the shares of Common Stock within ninety (90)
            days of Termination (or in the case of shares of Common Stock issued
            upon exercise of Awards after such date of Termination, within
            ninety (90) days after the date of the exercise) or such longer
            period as may be agreed to by the Company and the Participant and
            (y) the right shall terminate on and after the Registration Date.

                  (ii) If the repurchase option gives the Company the right to
            repurchase the shares of Common Stock upon Termination at the
            original purchase price, then (x) the right to repurchase at the
            original purchase price shall lapse at the rate of at least twenty
            percent (20%) of such shares of Common Stock per year over five (5)
            years from the date that the Award is granted (without respect to
            the date the Award was exercised or became exercisable) and (y) the
            right to repurchase shall be exercised for cash or cancellation of
            purchase money indebtedness for the shares of Common Stock within
            ninety (90) days of Termination (or in the case of shares of Common
            Stock issued upon exercise of Options after such date of
            termination, within ninety (90) days after the date of the exercise)
            or such longer period as may be agreed to by the Company and the
            Participant in compliance with applicable law.

            (c) Prior to the Registration Date, a Ten Percent Stockholder shall
      not be granted a Non-Qualified Stock Option unless the exercise price of
      such Option is at least (i) one hundred ten percent (110%) of the Fair
      Market Value of the Common Stock on the date of grant or (ii) such lower
      percentage of the Fair Market Value of the Common Stock at the date of
      grant as is permitted by Section 260.140.41 of Title 10 of the California
      Code of


                                      -31-
<PAGE>
      Regulations at the time of the grant of the Option. Prior to the
      Registration Date, a Ten Percent Stockholder shall not be granted an award
      of Restricted Stock unless the purchase price of the Restricted Stock is
      at least (i) one hundred percent (100%) of the Fair Market Value of the
      Common Stock at the date of grant or (ii) such lower percentage of the
      Fair Market Value of the Common Stock at the date of grant as is permitted
      by Section 260.140.41 of Title 10 of the California Code of Regulations at
      the time of the grant of the Option.

            (d) Prior to the Registration Date, the Fair Market Value of the
      Common Stock subject to an Award shall be determined in a manner
      consistent with Section 260.140.50 of Title 10 of the California Code of
      Regulations.

            (e) In addition to the restrictions set forth in Section 8.1, an
      Award shall be Transferable solely to the extent permitted by Section
      260.140.41(d) of Title 10 of the California Code of Regulations.

            (f) Prior to the Registration Date, to the extent required by
      Section 260.140.46 of Title 10 of the California Code of Regulations, the
      Company shall deliver financial statements to Participants at least
      annually. This subsection shall not apply to key Employees whose duties in
      connection with the Company assure them access to equivalent information.

            (g) Except as the Company or the Committee shall otherwise
      determine, this Plan is intended to comply with Section 25.102(o) of the
      California Corporations Code, and any provisions inconsistent with such
      Section of the California Corporations Code shall be inoperative and shall
      not affect the validity of the Plan.


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